About the former shareholder of Shenzhen Guangwei Optical Communication Technology Co., Ltd
Performance commitment to Shenzhen Guangwei Optical Communication Technology Co., Ltd. in 2021
Description of implementation
Tongyu Communication Inc(002792) (hereinafter referred to as “the company” or “party a”) acquired the minority equity of Shenzhen Guangwei Optical Communication Technology Co., Ltd. in 2021 in accordance with the resolution of the seventh meeting of the Fourth Board of directors on February 19, 2021. The transaction scheme is as follows:
1、 Overview of transaction scheme
In order to further integrate the resources and business advantages of its subsidiaries, the company signed the equity transfer agreement with the counterparties Chen Xiangguo, Peng Dejun, Wu Junfeng, Guo Hui and fan Yao on January 12, 2021, and plans to purchase 411764% equity of Shenzhen Guangwei Optical Communication Technology Co., Ltd. (hereinafter referred to as “Shenzhen Guangwei”) with its own cash of 139177 million yuan. On February 19, 2021, the company held the 7th Meeting of the 4th board of directors, deliberated and approved the proposal on the company’s plan to acquire the minority shareholders’ equity of Shenzhen Guangwei Optical Communication Technology Co., Ltd. and sign the conditional effective equity transfer agreement with Chen hengguo, Peng Dejun, Wu Junfeng, Guo Hui and fan Yao.
Prior to this transaction, the company acquired 510753% of the equity of Party B in 2017 and held 588235% of the equity of Shenzhen light (for details, see the company’s website on May 10, 2017 (www.cn. Info. Com. CN.) Announcement on foreign investment of the company, Announcement No.: 2017043).
In March 2021, the company completed the acquisition of Shenzhen Guangwei, and the company holds 100% equity of Shenzhen Guangwei.
2、 Main contents of performance commitment, compensation and reward
According to the equity transfer agreement, four natural person shareholders Chen hengguo, Peng Dejun, Wu Junfeng and fan Yao (hereinafter referred to as “commitment party” or “Party B”) made commitments to the performance of Shenzhen Guangwei from 2021 to 2023. The main contents of performance commitment, compensation and reward are as follows:
4.1 the commitment parties jointly undertake that the operating performance objectives of the target company Shenzhen Guangwei from 2021 to 2023 are as follows:
Deduct non net profit (10000 yuan) total operating income (10000 yuan) from X customer income (10000 yuan)
202126 Shenzhen Sed Industry Co.Ltd(000032) Shenzhen Fountain Corporation(000005) 00000
Total operating income from customers (RMB 10000 yuan) (net profit deducted)
20223000.0040 Ping An Bank Co.Ltd(000001) 000000
20233400.0050 China Vanke Co.Ltd(000002) 000000
Total 9 Ping An Bank Co.Ltd(000001) 220 China Tianying Inc(000035) 00000
Note: X customers are important target customers agreed by the company and the commitment party.
The parties jointly undertake:
(1) Deduct non net profit, with a weight of 20%. The non net profit deducted by the target company in 2021, 2022 and 2023 shall not be less than 26 million yuan, 30 million yuan and 34 million yuan.
(2) Total operating revenue, with a weight of 50%. The target company’s operating revenue in 2021, 2022 and 2023 shall not be less than 320 million yuan, 40 million yuan and 500 million yuan.
(3) Revenue from X customers, with a weight of 30%. The target company’s operating revenue from X customers in 2021, 2022 and 2023 shall not be less than 50 million yuan, 100 million yuan and 200 million yuan.
Calculation of total performance target score of the current year in the commitment period: total performance score = completion rate of deduction of non net profit 20% + completion rate of total operating revenue 50% + completion rate of revenue from X customers 30%. Completion rate of each index = actual completion amount / target amount; Among them, the total completion rate of the three performances is capped at 100%, that is, the total over completion of the performance is also calculated according to 100%. The company (Party A) and Party B jointly establish a “special management account for stock funds”. Within 6 months after receiving all the equity transfer price, Party B will use no less than 55% of the balance of the equity transfer price after deducting the corresponding income tax to purchase Tongyu Communication Inc(002792) shares. After Party B completes the purchase of shares through the secondary market (hereinafter referred to as “t day”), it will be automatically unlocked by stages within 36 months, During the commitment lock-in period, the company shall not reduce its holdings or entrust a third party to manage such shares in any way. The lock-in period and lock-in ratio are as follows:
T day + 12 months t day + 24 months t day + 36 months
The proportion of shares that Party B can unlock is 30% 30% 40%
According to the annual audit of Shenzhen light from 2021 to 2023 by an accounting firm with securities qualification recognized by all parties (the audit report of each accounting year shall not be issued later than March 20 of the next accounting year), The three performances of the target company (deducting non net profit, total operating revenue and revenue from X customers) and the three performance commitments agreed in the agreement shall be reviewed: if the total performance score of Shenzhen light in any accounting year is less than 95%, the commitment party shall compensate Party A in cash. The calculation formula of the amount of cash to be compensated in each accounting year is as follows:
Compensation amount of the current year = cash income after unlocking and selling shares of the current year (1 – total performance score of the current year).
The commitment party shall pay the compensation to the account designated by the company within ten working days after receiving the written compensation notice of the company. If the part unlocked by the commitment party in the current year is not sold, then “cash income after shares are unlocked and sold in the current year” = share price of the unlocked part on the last trading day of the current year number of unlocked shares.
If the performance commitment amount of the commitment party fails to reach 95% in an accounting year during the three-year performance commitment period, but the total performance commitment reaches more than 100% (including 100%) when the three-year performance commitment expires, Party A shall return the compensation paid by the commitment party to Party A to the performance commitment party.
4.2 special investment projects shall be listed separately. For example, in 20212023, the target company makes special investment based on the decision of the board of directors. Considering the lag of the income of special investment, the project finance can be listed separately, and the performance commitment target can exclude the items listed separately in the assessment and calculation. If this type of project needs to be listed separately, it needs to be approved by the board of directors.
4.3 impairment compensation: at the expiration of the whole commitment period, the company will hire an audit institution and evaluation institution recognized by all parties and qualified for securities and futures business to conduct impairment test on the target company. If the amount of impairment of the target company at the end of the period is greater than the amount of compensation within the compensation period, the commitment party shall compensate the company with cash after selling shares within 10 days from the date of issuing the above impairment test report, The compensation amount is: the ending impairment amount of the target company the proportion of equity obtained by the company – the amount compensated within the compensation period. The compensation amount shall not exceed the market value of the stock unlocked in the last period. This compensation and the compensation for outstanding performance cannot be repeated.
4.4 if the total performance score of the target company in any fiscal year from 2021 to 2023 is full, 30% of the non net profit deducted by the target company in excess of the commitment of the current year (hereinafter referred to as “excess profit”) will be regarded as the annual performance reward to the management of the target company. The specific annual performance reward scheme and distribution rules will be proposed by the management of the target company and deliberated and determined by the board of directors. However, the total amount of three-year cumulative awards shall not exceed 20% of the total consideration of this transaction.
3、 Achievement of performance commitments in 2021
The 2021 financial statements of Shenzhen Guangwei Optical Communication Technology Co., Ltd., a subsidiary of the company, were audited by Rongcheng certified public accountants and issued an unqualified audit report of Rongcheng Shenzi [2022] No. 518z0262 on April 27, 2022. According to the audit, the net profit attributable to the shareholders of the parent company in 2021 was 1236600 yuan, the separate expenses of special investment projects approved by the board of directors was 4870300 yuan, the net profit after deducting non recurring profits and losses and separate expenses of special investment projects was 4228500 yuan, the total operating income was 177625200 yuan, and the income from X customers was 8494400 yuan.
According to the equity transfer agreement, the total performance score of Shenzhen light in 2021 is 36.10%, and the performance commitment in 2021 has not been realized. The specific completion conditions are as follows:
Unit: 10000 yuan
Project commitment in 2021 actual completion rate weight in 2021
Project commitment in 2021 actual completion rate weight in 2021
Deduct non net profit 260000 422.85 16.26% 20%
Total operating income 32 Ping An Bank Co.Ltd(000001) 776252 55.51% 50%
Revenue from X customers 500000 849.44 16.99% 30%
Total performance score 36.10%
Note: deducting non net profit is the net profit of Shenzhen Guangguang after deducting non recurring profit and loss and separate expenses of special investment projects in 2021.
4、 Performance commitment compensation
According to the equity transfer agreement, if the total performance score of Shenzhen Guangwei in any accounting year is less than 95%, the commitment party shall compensate the company in cash. The calculation formula of the amount of cash to be compensated in each accounting year is as follows:
Compensation amount of the current year = cash income after unlocking and selling shares of the current year (1 – total performance score of the current year).
The commitment party shall pay the compensation to the account designated by the company within ten working days after receiving the written compensation notice of the company. If the part unlocked by the commitment party in the current year is not sold, then “cash income after shares are unlocked and sold in the current year” = share price of the unlocked part on the last trading day of the current year number of unlocked shares.
If the performance commitment amount of the commitment party fails to reach 95% in an accounting year during the three-year performance commitment period, but the total performance commitment reaches more than 100% (including 100%) when the three-year performance commitment expires, Party A shall return the compensation paid by the commitment party to Party A to the performance commitment party.
In 2021, the total performance score of Shenzhen Guangwei was 36.10%. The amount of compensation payable by the commitment party is as follows:
Performance compensation amount of shares held by the commitment party on December 31, 2021 + December (30%)
Number of tickets number of shares unlocked company share price (yuan / share) (10000 yuan)
Chen hengguo 134240040272016.00 411.74
Peng Dejun 107517032255116.00 329.78
Wu Junfeng 8076 Sichuan Kelun Pharmaceutical Co.Ltd(002422) 8016.00 247.71
Fan Yao 24620073860 16.00 75.51
Total 347137010414111064.74
Tongyu Communication Inc(002792)
April, 2002
